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Share Contribution Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for contributing 25,000 shares in my UAE mainland technology company to a DIFC holding company, with completion planned for March 2025 and including specific warranties about intellectual property rights."

Document background
The Share Contribution Agreement is a crucial document used in UAE corporate transactions where shares are being contributed to another entity, typically as part of corporate restructuring, investment arrangements, or business combinations. This agreement, governed by UAE law, particularly Federal Law No. 32 of 2021, outlines the complete framework for transferring shares from the contributor(s) to the receiving entity. It includes essential details such as share valuation, warranties about share ownership and company status, conditions precedent to completion, and the mechanics of the contribution process. The document ensures compliance with UAE companies law, foreign ownership restrictions, and relevant free zone regulations where applicable. It's particularly important in contexts where share contributions are being made as part of company formation, capital increases, or strategic business combinations.
Suggested Sections

1. Parties: Identification of the Share Contributor(s) and the Receiving Entity

2. Background: Context of the transaction, including details of the shares and purpose of contribution

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of what the contributor receives in exchange for the contribution

6. Completion: Process and requirements for completing the share contribution

7. Conditions Precedent: Conditions that must be satisfied before completion can occur

8. Contributor's Representations and Warranties: Statements of fact and assurances about the contributor and the contributed shares

9. Receiving Entity's Representations and Warranties: Statements of fact and assurances about the receiving entity

10. Pre-Completion Obligations: Actions required of the parties before completion

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Post-Completion Obligations: Used when parties have ongoing obligations after the contribution is completed

2. Tag-Along and Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are required

3. Non-Competition and Non-Solicitation: Include when the contributor is restricted from competing activities

4. Management Provisions: Required when the contribution affects company management rights

5. Employee Matters: Include when dealing with employee shareholders or share schemes

6. Tax Matters: Detailed tax provisions when the contribution has significant tax implications

7. Further Assurance: Include when additional actions may be needed post-completion

8. Anti-Dilution Protection: Include when protecting against future share dilution is required

Suggested Schedules

1. Details of the Shares: Comprehensive information about the shares being contributed

2. Completion Requirements: Detailed list of documents and actions required for completion

3. Form of Transfer Instruments: Template share transfer forms and other required documentation

4. Corporate Documents: Copies of relevant corporate authorizations and resolutions

5. Disclosure Letter: Exceptions and qualifications to the warranties

6. Shareholder Rights: Detailed description of rights attached to shares post-contribution

7. Valuation Report: Independent valuation of the shares being contributed

8. Regulatory Approvals: Copies of required governmental or regulatory approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Financial Services

Investment Management

Professional Services

Real Estate

Technology

Manufacturing

Healthcare

Retail

Energy

Transportation and Logistics

Construction

Hospitality

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Company Secretariat

Risk Management

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Corporate Secretary

Finance Director

Compliance Officer

Business Development Director

Managing Director

Board Member

Financial Controller

Investment Analyst

Corporate Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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